In November 1998, after a turbulent relationship on the road, Todd Whitener, Jesse Vest, and Matt Taul were fired from the band Days of the New.

[3] In March 1999, singer Hugo Ferreira moved to Nashville, Tennessee, and within their first practice session together the group began developing songs.

Within six months, the band had written a plethora of material and quickly gained a strong fan base in their native Louisville, Kentucky.

The Kentucky group joined Oleander and Beautiful Creatures on the Rolling Rock Town Fair tour from September through November.

"Breakdown" and "Astounded", which were led by director Nigel Dick, feature a more abrasive, confrontational rock sound while "Mourning" takes on a power ballad approach.

The latter was featured in the end credits of the 2002 neo-noir film The Salton Sea while "Breakdown" was in advertising and the soundtrack to Driven.

Most negative feedback lay on the grounds that the album lacks a unique sound and rather mimics grunge dynamics and, more specifically, Alice in Chains.

"Astounded" and "Mourning" both reached the top 20 and 30 on the Mainstream and Modern Rock charts, respectively, and gained significant radio play.